From Terror To Friends
by GoldGuardian2418
Summary: Spiderman heads off to escape New York and finds new, understanding friends in California. Requested by newbienovelistRD and my first Ben 10/Ultimate Spiderman crossover, so please no flames.


**newbienovelistRD requested this one. Here you go, Amiga! Enjoy!**

 **Ben 10 belongs to Cartoon Network and Man of Action. Ultimate Spiderman belongs to Marvel. I only own Rachel, Chelsea, and Matthew.**

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 **From Terror To Friends**

Spiderman was ready to escape it all. He had just finished putting away Doc Octopus and some other crooks, which New York was grateful for, but the Daily Bugle was once more trying to put him in a bad light and the other press people were hounding him like crazy. Swinging higher to get away from them, Spidey took refuge on a train that was coming to a halt at the station, but then he quickly hopped on the next train that was heading out, leaving behind the confused press and understanding fans who hated to see their hero's name being muddied by people like the owner of the Daily Bugle.

Spiderman really didn't care where he was going, although he did call his aunt to tell her he was going on a small vacation. She had understood and told him to call her every day. Smiling, he promised her he would and then let the train take him far away from New York to wherever it was going.

A few days of going non-stop, the train reached one of the main stations in California. Jumping to some high buildings, the web-slinging hero found the city a little too busy for his liking and so swung away until he came to a small town called Staybrook. Keeping hidden in the alleyways, he noted that it was a quiet town and it seemed there was little crime here. Well, that suited him fine as he needed a break. He then spotted a young girl getting chased by a boy who had brass knuckles. The chasing alone wouldn't have caught his attention, but those brass knuckles did. "Whoa!" he said and quickly snagged the boy's arms in his webbing and tied him to a lamp post. "Time out, junior."

"Let me go!" the boy demanded. Spidey noted the boy was a teenager.

"Not until your folks come," said the hero as he quickly headed after the young girl. He spotted her running not too far ahead and he swung down, catching her in one arm as he swung away. The girl, which he noted was also a teenager, clung to him fearfully. "Don't be afraid. I've got you," he said, tightening his arm around her waist to help her feel more secure.

She held onto him and turned her head to look at his masked face. Her face then lit up. "Spiderman?" she asked, a hopeful smile on her face.

"Know any other Spiderman?" he asked jokingly, making her giggle. "Where do you live, kiddo?"

She turned a little so that she could see where they were going and he adjusted his hold on her so that she was still secure in his arm. "Over that way," she said. "It's a huge mansion a bit farther up, surrounded by a forest and an iron gate."

"A mansion, huh?" he said with a chuckle, which died quickly when they arrived and he saw the house up close. "Whoa. You weren't kidding."

She giggled. "Come on," she said. "You've got to meet my family."

Nodding in agreement, he let her drag him inside and he was admiring the décor as she ran off to find her family. "Wow, she must have a big family," he said to himself.

Suddenly, his spider sense went off and he turned just in time to suddenly be tackled by something heavy and furry. Letting out a cry of surprise, he got a good look at the creature, which looked like a huge wolf. "Whoa, and a wolf for a pet?" he asked aloud.

The wolf growled at him. "I'm not a pet," he said, surprising the web-slinging hero, who just managed to escape by pushing the wolf away, which wasn't easy, but he managed before running away, being careful he didn't knock over anything in his haste. Something then landed on him hard and he stumbled a bit.

"Hmm. Quite a large bug it seems," said an all-too-familiar voice that filled Spiderman with fear as he turned to see a vampire colored green and black. While not the kind of vampire Spiderman had seen before, this one was definitely frightening with his mask and fangs. Letting out a short cry of alarm, the hero began swinging away, dodging the two after him before he slammed into someone and jumped back to see a Frankenstein monster and he literally screamed as he flipped over the large monster. It was like meeting the monsters who had helped him save his best friends long ago from Dracula all over again, only these guys were much scarier in his mind and he didn't doubt they were twice as dangerous.

A nightmarish ghost suddenly popped in front of him. "BOO!" it said in a creepy voice, making Spiderman scream louder and barely dodge the ghost to run into a tall mummy. Quickly moving around the mummy, Spiderman was about to shoot out some more webbing to escape when he felt something grab him and saw that not only did the mummy have him ensnared with several strong bandages, but the ghost had tentacles coming out of his chest that grabbed the hero too. And then he saw he was glowing slightly green and saw the vampire's hands were glowing green.

"No way he's getting out of that," said the Frankenstein monster. "It's hard enough to break away from strong tendrils, let alone tentacles and telekinesis."

Now Spiderman would freely admit he was scared. This was a little more than what he was used to and he was alone, so he couldn't exactly fight back and escape. He struggled a little as they dragged him downstairs to a mad scientist's lab. The tentacles and tendrils released him, but the mummy and ghost helped the vampire lift him up onto an exam table and pinned him down as the Frankenstein monster and werewolf cuffed down Spidey's wrists and ankles, making it impossible for him to escape now.

"What should we do with him?" asked the vampire.

The mummy chuckled a bit. "It's been a long time since we've had a new 'victim'," he said deviously. "Perhaps a new experiment, my friends?"

The others caught on. "Indeed," said the ghost as they surrounded the table Spiderman was on. He was now really getting afraid and saw them wiggle their fingers at him in a way that he vaguely remembered his parents used to do long ago.

 _What?_ He thought to himself. _They're going to tickle me?_

Spidey's train of thought was cut short when he felt tendrils slip off his gloves and slither along his arms until the ends reached his underarms and two other tendrils slipped into the neck part of his costume while the stomach part of his costume was lifted up to the middle of his ribcage. He stiffened at that and then felt claws, fingers, tendrils, and tentacles start tickling him.

The monsters watched him squirm as he shook in silent laughter. "Guess this one's a bit tougher to crack," said the werewolf.

"They all crack sooner or later," said the ghost with a chuckle.

"Hmm. Well then, where would a spider's ultimate weak spot be?" asked the mummy curiously.

Tentacles started wiggling into Spiderman's ribs and stomach furiously, which made the hero squirm even more and his shaking grew. "Looks like it's his stomach, but he has strong resistance," said the vampire thoughtfully.

"That just makes it more fun to get him to laugh," said the Frankenstein.

Spiderman was rapidly losing the fight the longer they tickled him, but he was trying so hard not to laugh. But his last bit of resistance when down hard as the mummy began tickling his belly button with one finger.

That was it. He couldn't fight it anymore.

"AHAHAHAHAHAHAHAAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! HELP! AHAHAHAHAHAHAHAHAHAHAHAHA!"

His laughs and plea made them all laugh as they kept it up, tickling him crazily. "Cootchie, cootchie, coo!" the vampire cooed.

That really got Spiderman laughing as he realized these guys had to be in costume, but seeing how their eyes moved with the masks, he quickly realized they weren't costumes. They were real.

Suddenly, the young girl he had saved earlier came in. "Hey, what are you guys doing?" she asked curiously.

The mummy turned to her and grabbed her. "Having some fun with Spiderman," he said. "And it looks like we have another tickle victim right now."

Spiderman, though his laughing fit, watched them as the girl giggled and laughed as the mummy tickled her before letting her go and she ran over to save the web-slinging hero. She hugged the vampire and the ghost, who instantly returned her hugs. She then began scratching the werewolf's stomach and he flopped over like a dog would and then she jumped on the Frankenstein's back and he quickly, but gently, wrapped his hands around her knees to keep her from slipping off.

Spiderman did his best to get his breath back and saw the mummy and vampire come over and release him from the table. He sat up and was surprised when the girl hugged him. "Sorry, my uncles love a good tickle torture," she said to him.

"Your uncles?" he asked and she nodded. Another person came in, a young woman who had a little boy in her arms. The boy instantly saw the hero and let out a happy cheer.

"Spiderman!" he said, squirming to get free of the young woman, who laughed and set him down on the table next to the red-and-blue clad hero. The little boy instantly hugged Spiderman, making the hero chuckle.

"I've certainly never had a welcome like this before," he admitted truthfully.

The older woman, who looked to be in her early twenties, looked at the monsters. "Were you guys torturing him to death?" she asked with a cocked eyebrow.

"Hey, it's not often you get a hero to be part of a tickle experiment," said the Frankenstein defensively, making the girl sigh and shake her head, but she was smiling. She then looked up at Spiderman.

"Welcome to the Grant Mansion, home of crazy aliens and an owner that must be totally out of her mind," she said, still smiling.

"Get her!" The werewolf cried out and the girl ducked quickly as the aliens tried to catch her, but ended up missing their target and the kids laughed as Rachel motioned them to follow her. She then looked at Spiderman.

"I'm Rachel Jocklin, owner of this mansion," she said. "And those two beside you are my niece and nephew, Chelsea and Matthew."

"I told Aunt Rachel how you saved me and Matthew wanted to meet you," said the teenage girl.

"You're one of the greatest!" said Matthew excitedly. "Just like Daddy, right Chelsea?"

Chelsea nodded in agreement and Rachel smiled again. "Sorry about my brothers scaring you," she said.

"Your brothers?" asked Spiderman.

She nodded. "Every alien here is part of my family," she said. "They're really harmless, but they do love to make their family laugh with tickle tortures."

Just then, Rachel let out a shout of alarm as the vampire grabbed her from behind. "Whampire!" she said with a laugh as he held her in a hug, chuckling.

Chelsea giggled at that and they all watched the other monsters come out. "Sorry, Spiderman, we couldn't resist having some fun with you," said the mummy. "I'm Snare-Oh, and these are Frankenstrike, Blitzwolfer, Ghostfreak, and Whampire."

Spiderman shook their hands. "Nice to meet you," he said. "Although, gotta admit, you guys had me freaked out a bit."

"They do that to everyone," said Matthew, giggling when Snare-Oh pulled him into a hug and gave him a noogie.

Rachel got free of Whampire and smiled at Spiderman. "Spidey, I'm curious. What are you doing all the way out here?" she asked.

The web-slinger shrugged. "Needed some quiet," he admitted. "The press isn't exactly your best friend, you know."

They all nodded at that. "Well, we have a spare room, if you want to hang here a bit," said the owner of the Grant Mansion.

"Some time around some normal fans would be nice, if you guys don't mind my swinging in," said the hero.

"Please stay," said Matthew, looking up at Spiderman with hopeful eyes, making the hero chuckle.

"Okay," he said, accepting the kind offer.

He was definitely glad he took an impromptu vacation.

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 **Please leave a review, but no flames!**

 **GoldGuardian2418**


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